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<br />a System component can no longer be effecth ,maintained for reason,
<br />including but not limited to, usage, environmental conditions, or lack of
<br />readily available parts, Williams shall inform Customer that the
<br />component must be refurbished or replaced. These actions, when
<br />required, shall be performed by Williams with the Customer's signed
<br />approval, at Williams' service rates and costs of parts then in effect.
<br />Should the Customer elect not to have such work performed when
<br />required, Maintenance coverage under this Agreement shall immediately
<br />be terminated for that specific piece of equipment. Maintenance after
<br />such termination shall be provided only on a time and material basis at
<br />Williams' then current charges.
<br />
<br />7) ACCESS. Customer agrees to permit and arrange full access to the
<br />Premises necessary for Williams' employees to perform the services set
<br />:ih in this Agreement. Customer represents and warrants that the
<br />~mises and conditions to be encountered by Williams at the Premises
<br />d in areas where work is to be performed shall: (i) be in compliance
<br />WIth all applicable federal, state and local laws, rules and regulations; (ii)
<br />be safe and non-hazardous; and (iii) not contain, present, or expose
<br />Williams representatives to hazardous materials or hazardous substances.
<br />In the event of breach ofthe foregoing, in addition to all other remedies,
<br />Williams may immediately suspend work until Customer has promptly
<br />corrected such condition(s) at Customer's expense. In the event Customer
<br />cannot or does not correct such condition(s), it will be at Williams' option
<br />as to whether to recommence performance or terminate this Agreement.
<br />Any termination by Williams because of its opinion that an unsafe
<br />environmental condition exists will not be deemed a breach of this
<br />Agreement or a default under it and no liability for such decision will
<br />attach.
<br />
<br />8) LIMITED WARRANTY. WILLIAMS WARRANTS THAT
<br />WORK PERFORMED UNDER THIS AGREEMENT SHALL BE
<br />DONE IN A GOOD AND WORKMANLIKE MANNER AND BE FREE
<br />FROM MATERIAL DEFECTS FOR A PERIOD OF THIRTY (30)
<br />DAYS FROM DATE OF PERFORMANCE. CUSTOMER'S SOLE
<br />AND EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTY
<br />SHALL BE CORRECTION OF THE DEFECT BY WILLIAMS AT
<br />WILLIAMS' EXPENSE. THIS AGREEMENT EXCLUDES ALL
<br />OTHER EXPRESS WARRANTIES AND ALL IMPLIED
<br />WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
<br />l'ARTlCULAR PURPOSE. WILLIAMS DISCLAIMS ANY
<br />ARRANTY TO PREVENT UNAUTHORIZED USE OF THE
<br />'STEM.
<br />
<br />9) DEFAULT. Ifany material breach ofthis Agreement, or any other
<br />agreement between the parties, continues uncorrected for more than
<br />twenty (20) days after written notice from the aggrieved party describing
<br />the breach, the aggrieved party shall be entitled to declare a default under
<br />this Agreement and pursue any and all remedies available at law or equity
<br />
<br />WILLIAMS COMMUNICATIONS SOLUTIONS, LLC
<br />
<br />BY:
<br />
<br />
<br />NAME:
<br />
<br />TITLE:
<br />
<br />DATE:
<br />
<br />
<br />Data - Service Agreement 2/2000
<br />
<br />except as specifically, led elsewhere in this Agreement. In addition,
<br />if Customer is the aggrieved party, Customer may suspend its payment
<br />obligation relating to the breach until Williams' breach is corrected, and
<br />if Williams is the aggrieved party, Williams may suspend performance of
<br />its obligations until Customer's breach is corrected.
<br />
<br />10) FORCE MAJEURE. Williams' performance shall be adjusted or
<br />suspended by Williams to the extent performance is beyond Williams'
<br />reasonable control for reasons including, without limitation, the
<br />following: strikes, work stoppages, fire, water, governmental action, acts
<br />of God (including, without limitation, earthquakes, rain, floods or
<br />lightning), or public enemy, delays of suppliers, subcontractors, power
<br />company, local exchange company, or internet carrier or
<br />telecommunications or service provider.
<br />
<br />11) MISCELLANEOUS. (a) If Customer issues a purchase orderfor
<br />its own internal purposes, Customer agrees that only the terms and
<br />conditions of this Agreement apply. (b) Williams reserves the right to
<br />. subcontract any and all of the work to be performed by it under this
<br />Agreement. (c) This Agreement is not assignable by Customer without
<br />the prior written consent of Williams. Any attempt to assign any of the
<br />rights, duties or obligations under this Agreement without such consent
<br />will, at Williams' option, be deemed void or a material default or
<br />accepted in Williams' sole discretion. (d) The waiver by either party of
<br />any default will not operate as a waiver of any subsequent default. (e)
<br />The non-prevailing party will pay all of the prevailing party's costs or
<br />expenses, including reasonable attorney's and collection fees, incurred in
<br />enforcing this Agreement. (1) This Agreement supersedes all prior or
<br />contemporaneous proposals, communications and negotiations, both
<br />oral and written, and constitutes the entire agreement between
<br />Williams and Customer with respect to the service of the System.
<br />Any representations made by an employee, salesperson or agent of
<br />Williams and not expressed in this Agreement are not binding upon
<br />Williams. Customer acknowledges that it has read this Agreement,
<br />has received and reviewed any and all documents referenced in it,
<br />understands it, and is bound by its terms. (g) If any court holds any
<br />portion of this Agreement unenforceable, the remaining language shall
<br />not be affected. (h) Any modifications must be in writing and executed
<br />by an authorized representative of the party against whom enforcement
<br />is sought. (i) No action, regardless ofform, arising out ofthis Agreement
<br />may be brought by either party more than two (2) years after the cause
<br />of action has accrued. (j) This Agreement is deemed made and
<br />GOVERNED BY THE LAWS OF THE STATE OF TEXAS except for
<br />its rules regarding the conflict of laws. (k) This Agreement allocates the
<br />risks ofthe System's operation between Williams and the Customer,
<br />an allocation that is recognized by both parties and is reflected in the
<br />Service Fees set forth. (I) Customer agrees that neither it nor any of its
<br />affiliates will solicit any of the Williams employees providing services
<br />pursuant to this Agreement with offers of employment during the term of
<br />this Agreement and for a period of one (1) year after its expiration.
<br />
<br />
<br />BY:
<br />
<br />O'vl.A.r~
<br />
<br />l\ V"'0 V'. ~
<br />
<br />TITLE: \)', (e.J.n or cJ'~ I-T
<br />'SO \ J,O() b
<br />
<br />DATE:
<br />
<br />II
<br />
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